Terms of Service
Last updated: June 11, 2021
Welcome to Unique Digital!
1. Accepting these Terms
2. Your Unique Digital account
You need to create an account with Unique Digital to use the Services. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.
Your Unique Digital account is subject to the following conditions:
Access: you understand and agree that access to your Unique Digital account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your Unique Digital account to any person without our prior written permission.
Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of NFTs and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
Trading Fees: by buying or selling a NFT on Unique Digital, you agree to pay all applicable fees and you authorize Unique Digital to automatically deduct fees directly from your payment.
Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
3. Account suspension
You agree that Unique Digital has the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that:
- your account is being used for money laundering or any illegal activity;
- you have concealed or provided false identification information or other details;
- you have engaged in fraudulent activity;
You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.
You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a NFT on Unique Digital, and other communications that pertain to your interaction with the website, including but not limited to notifications about the status of a NFT you are interested in purchasing.
You may opt out of promotional communications at any time by following the instructions provided therein.
5. User Content
The Site allows:
- users to create a profile where they can post certain information about themselves, link to other websites, and display NFTs that they own (collectively, "Profile Information");
- artists or creators of NFTs ("NFT Creators") to post their NFTs ("NFT Creations"), and bios (collectively, with Profile Information, "User Content").
Any Profile Information you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content on the Website, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that:
- you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns;
You understand and agree that you are responsible for any User Content you submit or contribute, and you, not Unique Digital, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site.
If you are a NFT Creator, you hereby grant Unique Digital the right to use your name and image for marketing or promotional purposes. If you are a NFT Creator, you agree that we may use or modify images from the NFTs that you create for marketing or promotional purposes. You also agree that we can use your biography and other public information about you to promote the NFTs that you create.
As a NFT Creator, you understand and agree that:
- You are responsible for the accuracy and content of your NFT Creations;
- Any NFT Creation that violates any of Unique Digital's policies may be obfuscated or deleted by Unique Digital, in its sole discretion;
- You will respect the intellectual property of others;
- You will not coordinate pricing with other NFT Creators.
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, the Unique Digital logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, "Unique Digital Content") are the proprietary property of Unique Digital or our affiliates, licensors, or users, as applicable.
Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Unique Digital or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
The Unique Digital logo and any Unique Digital product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Unique Digital or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Unique Digital Content to link to the Site or Content without our express written permission. You may not use framing techniques to enclose any Unique Digital Content without our express written consent. In addition, the look and feel of the Site and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Unique Digital and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Unique Digital.
7. Intellectual Property
Outside the Unique Digital Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by Unique Digital infringes your copyright, trademark or other intellectual property rights, please file a notice of infringement by emailing [email protected].
In such event, please provide the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of the location on Site of the material that you claim is infringing;
- your address, telephone number and e-mail address;
- a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Unique Digital's policy is to suspend or terminate the account of repeat infringers. Unique Digital's response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.
8. Your Use of Unique Digital
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Content. Our grant of such license is subject to the following conditions:
Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any unlawful activity.
Abusive Activity: you agree not to engage in any activity that poses a threat to Unique Digital, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users' accounts.
Inappropriate Behavior: you agree not to interfere with other users' access to or use of the Services.
Communication: you agree not to communicate with other users for purposes of:
- sending unsolicited advertising or promotions, requests for donations, or spam;
- harassing or abusing other users;
- interfering with transactions of other users.
You agree not to use data collected from the Site to contact individuals, companies, or other persons or entities outside the Site for any purpose, including but not limited to marketing activity.
Fraud: you agree not to engage in any activity which operates to defraud Unique Digital, others users, or any other person; or to provide any false, inaccurate, or misleading information to Unique Digital.
Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
Taxes: you agree that you are solely responsible for determining what, if any, taxes apply to your NFT transactions. Neither Unique Digital nor any other related party is responsible for determining the taxes that apply to your NFT transactions.
Intellectual Property Infringement: you agree not to:
- engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law;
- use Unique Digital Content (as defined in Section 7 above) without express written consent from Unique Digital;
- engage in any action that implies an untrue endorsement or affiliation with Unique Digital.
Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray Unique Digital, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.
Additional Prohibitions: you agree not to:
- distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Content;
- modify or create derivative works from the Site or Content, or any portion thereof;
- use any data mining, robots, or similar data gathering or extraction methods on the Site or Content;
- download any portion of the Site or Content, other than for purposes of page caching, except as expressly permitted by us.
You agree and understand that we may modify part or all of Unique Digital or the Services without notice and at our sole discretion.
Please note the following risks in accessing or using Unique Digital:
- The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations;
- Fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility;
- Legislative and regulatory changes or actions at the national, state, provincial, municipal or international level may adversely affect the use, transfer, exchange, and value of NFTs;
- NFTs are not legal tender and are not backed by any government;
- Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
- The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear;
- The nature of NFTs may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by Unique Digital may prevent the access to or use of your Digital Assets;
- Changes to Third Party Sites (discussed in Section 12 below) may create a risk that your access to and use of the Site will suffer.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Unique Digital does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use Unique Digital at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that Unique Digital will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.
12. Third Parties
Unique Digital provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY UNIQUE DIGITAL, THE SITE, CONTENT CONTAINED THEREIN, AND NFTs LISTED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. UNIQUE DIGITAL (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL:
- MEET YOUR REQUIREMENTS;
- BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;
- BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. UNIQUE DIGITAL DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE UNIQUE DIGITAL ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, UNIQUE DIGITAL CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, ANY NFTs LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTs INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM:
- USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES;
- SERVER FAILURE OR DATA LOSS;
- CORRUPTED WALLET FILES;
- UNAUTHORIZED ACCESS TO APPLICATIONS;
- ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR NFTs.
NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE POLYGON/MATIC NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE POLYGON/MATIC PLATFORM. WE DO NOT GUARANTEE THAT UNIQUE DIGITAL OR ANY UNIQUE DIGITAL PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTs.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY NFTs YOU PURCHASE ON UNIQUE DIGITAL. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, UNIQUE DIGITAL MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF NFTS ON THE PLATFORM.
Unique Digital is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. Unique Digital is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
TO THE FULLEST EXTENT PROVIDED BY LAW, UNIQUE DIGITAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL UNIQUE DIGITAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF UNIQUE DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF UNIQUE DIGITAL ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, NFTs, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF:
- THE AMOUNT YOU HAVE PAID TO UNIQUE DIGITAL FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF UNIQUE DIGITAL FOR:
- DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF UNIQUE DIGITAL'S NEGLIGENCE;
- ANY INJURY CAUSED BY A MEMBER OF UNIQUE DIGITAL'S FRAUD OR FRAUDULENT MISREPRESENTATION.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Unique Digital, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "Unique Digital Parties"), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:
- your use or misuse of the Site, Content or NFTs,
- any Feedback you provide,
- your violation of the rights of a third party, including another user or Torus.
You agree to promptly notify Unique Digital of any third party Claims and cooperate with the Unique Digital Parties in defending such Claims. You further agree that the Unique Digital Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND UNIQUE DIGITAL.
16. Governing Law
We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Site or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.
20. Contact Information
If you have any questions, would like to provide feedback, or would like more information about Unique Digital, please feel free to email us at [email protected]. If you would like to lodge a complaint, please contact us at [email protected] or write to us at:
MONKINGME S.L. Padilla Street, 327-329, local 1B, 08025, Barcelona, Spain.